Welcome to our dedicated page for Bio-Key Intl SEC filings (Ticker: BKYI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The BIO-key International, Inc. (NASDAQ: BKYI) SEC filings page provides direct access to the company’s regulatory disclosures, including annual and quarterly reports, current reports on Form 8-K, registration statements, and other key documents. These filings offer detailed insight into BIO-key’s identity and access management (IAM) and biometric authentication business, financial condition, risk factors, and capital markets activity.
In its S-1 registration statement, BIO-key outlines its role as an IAM platform provider for enterprise and large-scale customer and civil ID solutions. The filing describes the PortalGuard and PortalGuard IDaaS platforms, identity-bound biometrics, and the company’s biometric and authentication hardware portfolio. Investors can review this document to understand the structure of BIO-key’s business, its revenue sources from software licenses, services, and hardware, and its approach to large-scale biometric deployments.
Current reports on Form 8-K document material events such as financing transactions, warrant exercise agreements, secured promissory notes, Nasdaq listing compliance notices, and earnings announcements. For example, recent 8-K filings describe a warrant inducement transaction, a senior secured promissory note, and Nasdaq correspondence regarding the minimum bid price requirement for BKYI shares.
Through this page, users can also access proxy materials like the definitive proxy statement (DEF 14A), which covers matters submitted to shareholders, including director elections, auditor ratification, and equity compensation plans. These documents provide additional context on BIO-key’s governance and shareholder approvals.
Stock Titan enhances these filings with AI-powered summaries that highlight key points from lengthy documents such as 10-Ks, 10-Qs, S-1s, and 8-Ks. Real-time updates from the SEC’s EDGAR system ensure that new filings appear promptly, while AI-generated overviews help readers quickly identify information on topics such as revenue composition, financing terms, listing status, and risk disclosures. Users can also review insider and major holder information through Forms 3, 4, and 5 when available, with AI explanations that clarify the significance of reported transactions.
BIO-key International, Inc. filed a Form S-1 to register up to 6,183,336 shares of common stock for resale by Armistice Capital Master Fund Ltd. These shares are issuable upon exercise of warrants with a $1.02 per share exercise price that were issued in an October 27, 2025 warrant exercise agreement.
All sale proceeds from the registered shares will go to the selling stockholder, not BIO-key. If all 6,183,336 warrants are exercised, BIO-key would receive up to $6,307,002.72 in gross cash proceeds, which it expects to use for working capital and general corporate purposes, including repayment of a portion of its outstanding secured note.
The company had 10,836,618 shares outstanding as of November 13, 2025, and would have 17,019,954 shares outstanding assuming full warrant exercise. The filing notes that the 6,183,336 shares would represent approximately 36% of outstanding common stock after such exercise, highlighting potential dilution and stock overhang risks.
BIO-key International, Inc. filed a current report to disclose that it issued a press release announcing its financial results for the third quarter of 2025. The press release, dated November 14, 2025, is included as Exhibit 99.1 to the report. The company states that this information is being furnished under the securities laws and is not deemed filed or subject to certain liability provisions, nor automatically incorporated into other securities filings.
BIO-key International (BKYI)180-day period—until May 4, 2026—to regain compliance with Nasdaq’s $1.00 minimum bid price requirement under Rule 5550(a)(2).
Nasdaq’s determination was based on the company meeting the market value of publicly held shares requirement and all other initial listing standards, except the bid price, and on BIO-key’s written intent to cure the deficiency, including by effecting a reverse stock split if necessary. If the stock closes at or above $1.00 for at least 10 consecutive business days within the new compliance window, the matter will be closed; otherwise, Nasdaq may move to delist, subject to BIO-key’s right to appeal.
BIO-key International (BKYI) entered a financing and debt-exchange transaction. An existing investor exercised warrants covering 3,091,668 shares after the exercise price was reduced from $2.15 to $1.02 per share. In connection, the investor paid $0.25 per existing warrant and received new unregistered warrants for up to 6,183,336 shares, exercisable immediately at $1.02 and expiring five years from issuance, with a 4.99% beneficial ownership cap. The company will file a resale registration statement and seek effectiveness within 90 days.
The transaction delivered approximately $3.1 million in gross proceeds before a 6.0% placement fee to Maxim Group and expenses. BIO-key plans to use net proceeds for working capital and general corporate purposes, including partial repayment of a secured note. Separately, the company exchanged $327,991 in partitioned note principal for 429,027 shares, resulting in the original secured promissory note being paid in full.
BIO-key International, Inc. entered into a $1,130,000 senior secured promissory note with Streeterville Capital on September 30, 2025, which carried an original issue discount of $125,000 and transaction costs of $5,000, resulting in $1,000,000 funded at closing to be used for general working capital. The Note matures in 18 months and accrues interest at 9% per annum.
The Note is secured by a lien on substantially all assets, permits prepayment without penalty, and requires a mandatory prepayment equal to the lesser of 40% of amounts raised in future financings or the full outstanding Note. Beginning six months after issuance the lender may redeem up to $135,000 per month; if monthly reductions fall short, the company must pay the shortfall plus a 7% exit fee or the outstanding balance will automatically increase by 1%. Events of default allow the lender to increase interest to up to 22% and impose additional default charges up to 25%. The Note also contains covenants requiring timely SEC filings and maintenance of the Nasdaq listing.
Michael DePasquale, Chief Executive Officer and Director of Bio-Key International, Inc. (BKYI), amended a Form 4 to report two small open-market purchases. The filing shows purchases of 2,500 shares on 09/15/2025 at $0.75 and 1,617 shares on 09/16/2025 at $0.84, increasing his direct beneficial ownership to 102,775 shares. The amendment clarifies that this total excludes previously reported options to purchase 232 shares and warrants for 9,167 shares that were included in an earlier Form 4 filed the same day. The form is signed by Mr. DePasquale on 09/17/2025 and indicates the filing is by one reporting person.
Michael DePasquale, Chief Executive Officer and Director of Bio-Key International, Inc. (BKYI), reported two open-market purchases of the company's common stock. On 09/15/2025 he purchased 2,500 shares at $0.75 per share and on 09/16/2025 he purchased 1,617 shares at $0.84 per share. Following these transactions he beneficially owned 112,174 shares directly. The filing notes that reported holdings exclude options to purchase 232 shares and warrants exercisable into 9,167 shares. The Form 4 is signed and dated 09/17/2025.
Insider equity grant reported for BIO-key International, Inc. (BKYI). Cecilia C. Welch, the company's Chief Financial Officer and a director, was granted 35,000 restricted shares on 09/02/2025 at no cash price. The restricted stock vests in three equal annual installments on each anniversary of the grant date, subject to Ms. Welch's continued employment or service. Following the grant, Ms. Welch beneficially owns 59,396 shares, excluding an option to purchase 174 shares. The Form 4 is signed by Ms. Welch on 09/03/2025 and discloses the grant under the issuer's 2023 Stock Incentive Plan, as amended.
James D. Sullivan, a director and the Chief Legal Officer and SVP Strategy & Compliance of BIO-key International, Inc. (BKYI), reported a non‑derivative acquisition on 09/02/2025. He was granted 40,000 restricted shares under the company’s 2023 Stock Incentive Plan at a reported price of $0. Those restricted shares vest in three equal annual installments over the next three anniversaries of the grant date, subject to continued service. After the grant, Sullivan beneficially owns 94,851 shares (not including options to purchase 174 shares). The Form 4 was signed on 09/03/2025.
Mira LaCous, Chief Technology Officer of BIO-key International, Inc. (BKYI), was granted 25,000 restricted shares on 09/02/2025 under the company’s 2023 Stock Incentive Plan. The restricted shares vest in three equal annual installments on each of the next three anniversaries of the grant date, subject to her continued employment or service. The grant price is $0. Following the grant, Ms. LaCous beneficially owns 35,758 shares (this total excludes options to purchase 87 shares). The Form 4 was signed on 09/03/2025.